X-Men: Class in Session
by LarryRock
Summary: Part 1 of X-Men: Supremacy. The first class is in session! Scott, Jean, Hank, Bobby, Warren, and Rouge are faced with the threat of Magneto and his brotherhood for the first time. Rated M for Sexual Content and Language. My first story, so go easy on me, but please rate and review!
1. Chapter 1 - The First Class

The first chapter of up!

Warning though: Jean is pretty slutty...

As S. J. Iolanthe pointed out, yes, I do spell Rogue differently. This is attributed to the fact that I just like to spell Rouge, but I can see why someone might be upset, I would be upset if someone spelled Gambit with an E at the end. If that does upset you, I apologize but I'm not going to change it in this story or in any in the future.

The'll be a lot of sexual content, but that's not the point of the series. I tend to slip it in there, but there will be chapters without ANY mind you.

* * *

Chapter 1 – "The First Class"

Jean Grey awoke from her slumber to the sounds of Westchester, New York, on a bright Saturday morning. The fifteen-year-old's shoulder-length red hair was sprawled across her pillow and her C-cup breasts pressed against another pillow.

Jean slowly opened her jade green eyes to the light shining intensely through her window. Blinking twice, she yawned and nuzzled back into a comfortable position in her bed, only to have her alarm clock start beeping not 2 seconds later.

"Ummphhhh," she sighed and slowly got into a semi-sitting position.

Then she remembered. Today was the day she had been waiting for! Today was when she finally started classes officially at the Xavier Institute. She had already been living in its dorms for some time, but today was when the rest of her class would be joining her.

The fifteen-year-old quickly got out of bed and streaked to the shower on the other side of the building, a silver lining to living alone in a dorm for the past week. She didn't think that that particular habit was going to change anytime soon, however.

Jean loved the feel of her skin on any surface, except clothing. When she was alone she would always be nude, and when she had to wear clothes she tried to wear as little of it as humanly possible. She knew this made her look like a slut, but she didn't care. She pleaded guilty as charged.

After her shower, she slipped on knee high yellow leather boots, a matching pair of finger-less gloves, a green jacket which she wore as a shirt, and shortest green skirt possible. If she ever moved an inch from a completely straight posture, she would show the world her gorgeous pussy and ass. She didn't mind showing off as she somehow managed to retain the perfect body without any under garments at any time.

She could use the company of a few classmates, as she hadn't been in school for months now, and was starting to feel a little sex-crazed. Though the reason her parents sent her here was because she was a mutant, a telekinetic, to be exact. The professor told her she had some innate telepathic powers as well, but that might have just been flattery to land himself another blowjob.

Professor Charles Xavier was a genius and a telepath himself. He was a good looking man with short auburn hair and perfect posture. At just twenty-five, he had started this school but four months ago, and had just begun to put together a first class. Jean was lucky enough to be selected, as this was probably the best chance of her learning how to control her powers and meet others like herself.

As she opened the door to the main hall, she was delighted to see the professor already there with her new classmates.

"Ahh! Ms. Grey has finally joined us! Jean, I'd like you to meat Scott Summers, Hank McCoy, Bobby Drake, and Warren Worthington. You five are the first class of the Xavier Institute for Higher Learning."

Warren was a well-built teenager with blond hair and a wealthy background. He also had a beautiful pair of white, feathery wings on his back. Bobby was also a blond, but when he was in his ice-form his hair and the rest of his body became icy-blue. Hank was covered in blue fur that instantly gave Jean some naughty ideas. Scott was the most handsome of them all with brown hair and shining red eyes that he quickly covered with dark red glasses as Jean came into the room.

The boys were eager to greet her as anyone in their position would be. Jean looked each one over deciding in which order she wanted to fuck them. Scott kept most of her thoughts occupied, with those mysterious dark red glasses.

"Great to meet you boys," she said, "I feel like we have a lot of fun in store for us."

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What did you think?

Thank you to donniejohnson4 for the review!


	2. Chapter 2 - Imprisonment

A Rouge Chapter (These will be much shorter then a normal chapter)

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Chapter 2 – Imprisonment

Anna Marie, known as Rouge by the guards for her resistance to all forms of compliance, was also waking up on the same day, but in a very different situation. She was quite beautiful, with brown eyes and short brown hair with a white streak in her bangs.

At the age of fourteen, she had been in prison for three years at the hand of man known only as Magneto on an island called Genosha. The brochure read "mutant paradise" but the reality was much worse. Magneto sat up in his palace while the people were forced to serve him and make ready for a war none of them wanted to participate in.

Magneto, a young man with the ability to bend metal to his will, had taken over the island shortly after Rouge arrived after a rumored falling out with the original ruler of the island. As soon as Magneto ascended, the people were forced into their current state of misery with only Magneto's inner-circle untouched. They were called The Brotherhood of Mutant Supremacy and their plan was to wipe out the human race and replace them as the dominate species on the planet.

The Brotherhood consisted of Magneto, his sister Scarlet, his brother Quicksilver, The Blob, Avalanche, Mystique, and the vile Toad, a creature of nightmarish brutality. Rouge knew that if anyone decided to stand in their way, they would strike them down with ease. Early in her imprisonment, Rouge had been practicing with her own power, even managing to control it, but eventually she realized that it would do no good against their superior might.

She needed to find help in defeating them, even if it cost her the last breath in her body, she would see to it they paid for her imprisonment. She was about to put her plan into effect.

They wasted three years of her life. She would end theirs.


	3. Chapter 3 - The Bell Rang

Chapter 3 – The Bell Rang

"Can anyone tell me who wrote 'The Once and Future King'?" asked Xavier to the class.

Jean wasn't paying the slightest bit of attention. She was busy masturbating to some porn she pulled up on her phone in first period. She wasn't making any effort to hide the fact, and if anyone turned to look at her in the back of the room, they would get a great view of her fingers pumping in and out of her pussy.

The rest of the class didn't mind, they had stopped gawking at her the first few days, and it was now part of the routine. Jean always got an A anyway, as her telepathic powers were starting to develop. That and the occasional blowjob she gave Xavier at the end of class.

The rest of the boys knew she liked to play around, and as none of them wanted a commitment driven relationship anyway, and were fine with her fucking a different guy every few hours. Scott, however, wanted a relationship, but was too afraid to say anything, as he knew she liked to play the field.

The bell rang as soon as Jean finished her eighth orgasm of the day, and she couldn't wait for her next. The professor said that mutants have a different reproductive system than any other species, and did not experience sexual exhaustion. On her way out the door she pulled Scott to side and pushed him against the wall, zipping down her signature jacket. It fell to the floor, revealing fully the voluptuous tits that Scott's hands immediately fell upon. Jean grinned; Scott was her favorite by far. She slowly worked downward and unzipped his pants. She pulled out his cock and started to lick it.

"Oh, Jean…"

"You like it when I lick your cock?"

She proceeded to slowly place his cock into her mouth while reaching for her own pussy to start touching herself. She started to pick up the pace and sucked his dick like no ordinary human could possibly dream of doing.

"Ahhh!" Scott yelped as he shot cum down her throat.

"Mmmmmmmm, I love your cum the most you know…"

"Really?" asked Scott.

Jean laughed as she moved up to kiss him. Sometimes his boy-scout routine was too cute. She grabbed her jacket and started down the hall, not bothering to put it on. She couldn't wait until these halls were bustling with new students to stare at her tits. Oh well, one class would have to do for now.


	4. Chapter 4 - Brown to Green

Chapter 4 – Brown to Green

Rouge ran as fast as she could.

She had broken a hole through one of the walls in her cell just large enough to touch another mutant, one with shape-shifting abilities. A new guard, unfamiliar with everyone's powers started duty tonight and she planned to trick him. He would have probably been warned of the shape-shifting mutant, but a "scared" fourteen-year-old girl? Unlikely. She changed her shape to look like Mystique and convinced the guard to let her go, before knocking him out. She knew it wouldn't be long before another guard passed, so she ran to find another mutant to help her escape.

Her best friend before Magneto's rule was Kitty Pryde, a mutant with phasing abilities locked up in Level 3. She shifted into a Level 3 guard and managed to find her cell.

When she opened it she was stunned to see how much the guards had done to her, bleeding from multiple wounds, and with an inhibitor collar around her neck, it didn't look like she was going to be able to speak much less, escape.

"Kitty, I'm so sorry I wasn't here to help! I… I'll come back for you," whispered Rouge.

Kitty nodded, "Go," before shifting her head back onto the concrete wall.

Rouge hugged Kitty then darted down to Level 5. The Brotherhood will pay for this. Magneto will pay for this. Rouge found the cell she was looking for and fazed through.

"Bruce Banner. Level 5 mutant. I gotta say, this is a disappointment." Rouge said as she looked down on the scrawny man cuddled up in the corner of his cell.

"Go Away! Just leave me alone!" Banner yelled as he cuddled up into an even tighter ball.

Rouge walked up closer and phased through his inhibitor collar. "Magneto put you in here right? Wouldn't you like to have your revenge? Doesn't it make you mad?"

Banner's eyes changed from brown to green.


	5. Chapter 5 - The Impact

A Scott Chapter (These will also be relatively short)

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Chapter 5 – The Impact

_Scott was sitting in the co-pilots seat. He loved flying. Always had._

_He thought to himself, 'Maybe someday, I'll be able to fly my own plane.'_

_"Son, pay attention, we're passing over New York!" said his father._

_"Dear, are you sure we should be flying this low? Scott and Alex are aboard!"_

_Scott saw something. It was a very oddly shaped building. If you looked at it from the side it _

_was absolutely normal. But from above..._

_"Hey Dad, what is..."_

_A loud boom echoed in Scott's head._

_"We've been hit!"_

_"Where are the parachutes?"_

_"We only have one!"_

_"We're going to die!"_

_"Save the boys!"_

_Before his mind could figure out what was going on, Scott and his brother Alex were thrown out of the plane with their one parachute._

_Then came the impact._

"Alex!" Scott Screamed as he woke up from the nightmare.

That wasn't the first time he'd had that dream. He had it every night for three years. Ever since that day in the hospital…

"Scott?" Jean yawned before snuggling closer to him, "If you keep screaming every night, I'm going to go sleep with Warren, you have no idea what kinds of naughty things he can do with his wings." After he didn't respond Jean sat up, "You okay?"

"I'll be fine," Scott lied.

* * *

Yah ok, these chapters are WAY too short. Expect longer chapters in the future.


	6. Chapter 6 - Blink of an Eye

First Chapter to have 2 main characters! I felt it was a bit short.

* * *

Chapter 6 – Blink of an Eye

Rouge was on her way to find an old friend.

Banner had changed into "The Other Guy" and torn apart most of Level 5, freeing some of the most powerful mutants on the island. They raided the weapons caches and began their assault on Magneto's castle. They were eventually all taken down by The Brotherhood, but not before Magneto's stock of weapons and loyal troops plummeted dramatically. If he wanted to start a war and win now, he would need a new plan.

Banner and Cain Marko were the only two "Fivers" to make it off the island, but Rouge wasn't sure how far they would get.

Rouge came to the house she was looking for and knocked on the door. A pink haired, pink skinned girl came to greet her. "Anna?" The girl asked in surprise.

"It's me, Blink."

"How did you escape?"

"It doesn't matter now, we have to go!"

Blink looked behind her, "I can't leave. My family can't survive here without me, you go ahead, and I'll lend you my powers."

Rouge leaned in for a good-bye kiss, "Thank you, I will get you out of here, I promise."

With that she was gone, in the blink of an eye, making the long journey to Westchester, New York.

* * *

Scarlet fought off the Fivers for more than four hours before finally being able to rest from the battle. She was a brunette with red eyes that didn't glow like Scott's but terrified some people just the same. The fight had done some real damage to her armor, making her practically nude, and to tired and sweaty to take off the bits and pieces still stuck to her.

Her real name was Wanda, but her Erik had given her the name Scarlet because of her eyes and the color of her custom made armor. She didn't mind the name so much, but her custom made armor could use a little more on it, she thought.

How had she become this? How did everything go so wrong? She was only sixteen and was forced by her brothers to fight for this cause she had no belief in. Every day she thought to herself 'Pietro and Max can rot in hell for all I care.' But she did care, at least enough not to leave their side for the time being.

She was stuck, however in this living hell, having to pretend like it was heaven. What her brothers asked her to do every day she dreaded, and yet she did it. It wasn't the fighting, as much as the fucking. Max would always insist they fuck seemingly every hour they weren't fighting. His lover Mystique had so far dad not caught on the affair, but Scarlet knew it was only a matter of time. What a blowout they'd have then.

Scarlet had tried to find a way out many times before, but it always seemed that when the opportunity presented itself, it vanished in the blink of an eye.


	7. Chapter 7 - Three Years Ago

Chapter 7 – Three Years Ago

Charles Xavier and Erik Lehnsherr walked around the island stopping to say hello to its citizens, while admiring their hard work. Charles had never been as happy as he was now.

"Just look at what we've accomplished, Charles!" said Erik, "In just a little more than a year, we've created Utopia!"

Charles laughed, "What we've accomplished? You mean what my billions of dollars accomplished!"

"Seriously Charles! We've created a haven for mutants from all around the world!"

There were hundreds of mutants living in their little city now. That they had, in little over a year they had tamed the harsh island and established a colony that had grown into a nation for mutant refugees from every corner of the planet. They were safe here, tucked away in the Indian Ocean where no one could find them.

Charles spoke up, "It just occurred to me that we never named this place! What should we call it?"

Erik gazed at his city in all its pristine glory.

"Genosha," he said with a smile.

* * *

"Alex!"

"Calm down Scott, calm down."

Scott stopped screaming, he frantically darted his eyes around the small white room he was in. It looked like a hospital. Suddenly he felt like his head had split open, it hurt like nothing he had ever experienced before.

"Where's my family?" Scott managed to ask as his head started to feel like it had an hammer jammed into it.

"Scott, my name is Dr. Lee, your parents... died in the plane crash."

"What about my brother?"

"Alex is fine, he's in a good home in California, a family adopted him soon after the crash."

"But, but, don't they have a rule about separating siblings?"

Dr. Lee got on his knee. "Scott, you've been in a coma for a more than a year. Alex had to move on."

This was too much information for Scott to process. His parents gone, his brother with another family. If only he could think with this splitting headache!

A nurse came in. "Dr. Lee? Dr. Kirby needs your assistance with another patient. Apparently, the patient turned green and is now rampaging through the building!"

Dr. Lee shook his head, "Ah… Bruce! Don't worry Scott, we'll find a home for you too. 'Nuff said."

As he left Scott looked around the room some more and caught sight of a mirror on the wall to his left. His heart stopped.

His eyes glowed bright red.

* * *

"Erik!" Charles yelled through the halls of his castle. This had gone too far, his friend had betrayed him and Charles would not let this one go. Not this time.

"Charles? What's the problem?" asked Erik innocently.

"The problem is the prisons you've set up underneath the island! Did you really think I wouldn't notice? Five entire levels of minds screaming obscenities at the two of us! I let the other instance go, but not this one!"

Erik crossed the room to his closet. "Oh please, Charles you know as well as I that some mutants are just too dangerous and have to be locked up, until we can convince them to change their ways."

"I understand that, but you've locked up anyone who has stood up to your methods as well as the love of my life!"

Erik walked into his closet, out of Charles' view. "So it's about the human girl again. I told you to find a nice mutant woman, but you prefer to fuck the filth."

"Says the man who forces his own sister to make love to him! I love Moira, Erik! For God sakes, come out of that closet and talk to me face to face! Erik!"

Erik walked out in dark purple cloak and an equally dark red tunic. He put on a similarly colored helmet that apparently masked his thoughts to Charles. "I never liked the name Erik, so simple and ordinary." Erik walked slowly towards Xavier, "I prefer… Magneto."


	8. Chapter 8 - Holy Sh t

I realized I didn't really develop my supporting cast very well, so in this chapter they get to talk and interact more with the main cast.

* * *

Chapter 8 – Holy Sh*t

Bobby, Hank, and Warren were enjoying a game of Black Ops on their day off. Hank, ever the genius had hacked a few servers and downloaded just about every game you can imagine to their game system. Warren stated that he could just buy all the same games with a weeks' worth of his allowance, but Bobby never liked to pay for anything he could get free.

Jean walked into room, "I bet I can beat all of you at this game."

Bobby chuckled, "Yah, right. I've played every game in this franchise on veteran, and if you plan on distracting me with your tits, I got that covered too." Bobby constructed a wall of ice between him and the rest of the group.

"I think I'll challenge you anyway," Jean said, sitting between Warren and Hank, "Boys."

Jean proceeded to beat every single one of them while making out with whoever wasn't playing. After ever kill, she jumped up and celebrated, letting her tits bounce around wildly.

Suddenly the doors slammed open. A fourteen-year-old girl in torn clothes stood in the doorway, and then collapsed onto the floor.

Warren's mouth was the first to hit the floor "Holy shit! Where did she come from?"

Jean went to check her pulse, "She's alive, Hank, get a first aid kit,"

Scott bumped into Hank as he entered the room, "What's going on? I heard a crash."

Jean gave the girl mouth-to-mouth, "I was beating these losers at Black Ops when this hot chick crashed right into the door."

"Where did she come from?" Scott asked no one in particular.

"Genosha," Xavier said as he walked in, "She came from Genosha."

* * *

Pietro sat to right of his older brother Erik and put on his fake smile. God, he hated his brother.

He had always been in his older brother's shadow, from the time of his birth he knew he would never be loved, respected, or even feared as much as people did his brother. Now he was the great Magneto. Pietro despised that name will all of his cold dark heart. The shape shifting whore Mystique had given that while making love, a name she probably thought was "clever" at the time. As soon as his chance came he would kill them both, taking control of Genosha and The Brotherhood.

Pietro looked across the room to his sister, Scarlet. She must hate him as well. Frankly it disgusted him what Erik did to his sister every night, but he played along with it. He would free her from the oppression that was Erik Lehnserr.

They were in the middle of an emergency meeting of The Brotherhood, deciding what to do next seeing as their previous plan had all but been ruined by the breakout of Level 5. Banner, Marko and the other prisoners had done their damage and now they back to square one in their war against the humans.

Blob and Avalanche were both getting tense, "So Magneto, what's the new plan?"

Magneto sat silently, stroking his chin as if in deep thought.

Toad let out an eerie slur, "Weee couuuld juuust aaall ouuut assuuult theiiir citiiies….muuurdering theeem aaall"

Magneto finally shook his head and responded. "I like your plan Toad, but it would not grant us the victory we have work so hard for. It does however serves as a perfect distraction for a much grander scheme. We are the next step in evolution, and whenever a new creature evolves it disposes of its predecessor."

Mystique frowned, "And how do we do that?"

Magneto grinned, "Did you know that the United States has more nuclear weapons then every other country combined? I wonder what would happen if we created an opportunity to use those weapons, then convinced the president to target… other places."

Magneto turned his sight to Mystique, "And if that doesn't work, I suppose we could always just replace him…"


	9. Chapter 9 - Sounds Like a Piece of Cake

Chapter 9 – Sounds Like a Piece of Cake

Scott, Bobby, Hank, and Warren trained in the Danger Room while Xavier and Jean attempted to revive Rouge.

It was slow work, as her body had taken a beating from the constant teleporting over multiple oceans and continents. Jean had experience in medical training and did most of the work while Xavier and Rouge conversed in their minds.

When Xavier looked up Jean asked him what she said. "She reminded me that I used to know her a long time ago, back when I owned an island that harbored mutants. She says one of my old friends made the conditions on that island even worse than when I left, that she was imprisoned for three years. I'll tell you the rest when we gather the team in the war room."

* * *

"A man by the name of Erik Lehnsherr was my best friend and defense adviser three years ago. He betrayed me, cast me out and took control of the island turning it into a matrix of prisons and training camps. He and I always clashed on the matter of humans. I believed that we could co-exist peacefully while he was always adamant on the fact that we were better than them in every way and needed to take our rightful place as the rulers of this world. I thought that if I befriended him and helped him improve his powers that he would eventually come to see things my way. I was wrong."

Hank piped up, "Why haven't you gone back there?"

"Frankly, I was too afraid to face my past, also it's now an impenetrable fortress, I couldn't get back there even if I wanted too."

Bobby shrugged, "He's just one guy right? How hard could it be?"

"Actually it would incredibly hard, he wears a helmet that asks his mind from my telepathy, he can control electromagnetic fields, and he's not alone. He has assembled a cabal of sorts consisting of his sister Scarlet, who can warp reality, his brother Pietro, who can run close to the speed of light, and Mystique, a shape-shifter. Rouge tells me he added a few new members recently, Avalanche, a mutant who can control the earth, Blob an impenetrable wall with super-strength, and creature known as Toad who is not even a mutant. He is a demon from the ninth realm, I cannot even begin to imagine what he can do, but I'm guessing it's not pleasant."

Jean sighed, "Great. Sounds like a piece of cake. Charlie, how are we supposed to even get close enough to fight these guys?"

Rouge stepped into the room, "I don't think finding them is going to be a problem, and you guys really need to watch more TV." She found the remote and switched on the flat screen.

"_Reports are coming in all from all around the world that a mutant extremist group calling themselves The Brotherhood of Mutant Supremacy has begun a slaughter of innocents not seen since the days of the Axis. Mutants known as The Blob and Toad began a massacre in Tokyo not 2 hours ago. This attack was closely followed by another, orchestrated by mutants known as Quicksilver and Avalanche in London. Our own New York City was just attacked 10 minutes ago by a mutant claiming to be the leader of the group, Magneto. With the Fantastic Four in space and Spider-man already fighting the mutants in Tokyo, New York is left unprotected by its normally active superhero community. Let's hope new heroes rise up soon."_


	10. Chapter 10 - You Ready for This?

I really wanted to draw parallels to Matthew Vaughn's film as well well as the comics yet put my own spin on it.

I love the film "First Class" and so I borrow elements from it from time to time, I'm not passing off other's work as my own, but showing my love for other works people have done with these characters in the past.

Anyway I hope you enjoy the next chapter in X-Men: Class in Session!

* * *

Chapter 10 – "You ready for this?"

The President of the United States was moved to the secure bunker underneath the White House as soon as the attack on New York commenced, who knew how many of these mutants were out there? If New York could be attacked Washington was definitely a possibility.

"Our military isn't prepared for this kind of attack and all standard weapons have failed," Secretary of Defense Trask walked up behind the president, "Mr. President, I think it would be wise to seriously consider the possibility of nuclear action."

"Have you gone mad Trask?" CIA Director McCone stood from his chair. "We can't nuke one of our own cities, much less one with millions of people in the area!"

"Then we start mass evacuations now, Mr. President, with no civilians in the vicinity, I concur with Trask," Col. William Stryker said through conference call.

"Alert uhhh… the authorities, to start mass evacuations," the president decided, "When the drop area is clear of civilians…I will consider uhhh… nuclear action."

* * *

Mystique was quite pleased with herself. The real Secretary of Defense Trask had been replaced five hours ago on his daily coffee break. Scarlet was also in the bunker masquerading as one of the secret service agents.

Soon the drop area would be empty, and then the president would make the biggest decision of his life. If he chose wrongly however, Mystique would make the decision for him.

"The plan is on schedule" Mystique said into her mic.

Her earpiece squawked, "Excellent dear, I'm encountering little resistance here in Manhattan, in fact I'm disappointed Richards and his lab rats aren't here. At least then I'd get a little excitement."

"I can help you with that," Mystique said in a seductive tone.

"Easy dear, I don't think Secretary of Defense Trask would engage in phone sex during Defcon One."

* * *

"I've called Stephen Strange to join Spider-man in Tokyo, and I've called in favors from Tony Stark and King T'challa to get them to deal with our problem in London. That leaves us to go up against Magneto. Remember, the primary objective is to knock Magneto out or to take off his helmet so I can psi-blast him," Xavier, "Scott, you lead the team."

Hank opened a chest filled with black leather outfits, "These are laced with Kevlar and should protect you from any shot except at point blank, and they're also fairly shock-resistant so anything Magneto throws at you shouldn't do too much damage to your internal organs. Water-proof, lightning-proof, fire-proof, I'd like to see you get a splinter in this thing."

"That's all great Hank, but that covers way too much. Anything for Rouge and I to wear?"

While Hank, Jean, and Rouge made some last minute cuts to the costumes, the rest of the team put on their suits, Warren couldn't put on the shirt, so he decided just to go without it. Bobby ripped of his sleeves. Jean's costume lost a considerable amount of the midriff section and showed off a nice coin slot and you could barely see the top of her shaved pussy. Her shirt's front zipper was also just a centimeter from coming loose and showing everyone her amazing breasts. Rouge's pants were cut down to the shape of panties. Her shirt remained intact but she wore it as a jacket, zipper completely zipped down exposing her naked chest and stomach both girls looked stunning in their knee high boots and finger-less gloves.

The seven of them entered Warren's plane the Blackbird. Hank and Scott took the pilot seats.

Charles looked at his team, "You ready for this?"

The team looked back to the professor. "Let's find out," Jean said with a smirk and a glint in her eye.


	11. Chapter 11 - Sex on a Plane

I realized this story needed more sex. So here's some femslash goodness.

* * *

Chapter 11 – Sex on a Plane

It was about a minute into the trip when Scott and Hank really regretted piloting the plane and not sitting in the cabin. When they first heard the moans, they looked at each other and sighed, knowing they made the wrong decision.

Jean and Rouge took a minute to realize what both of them wanted to spend the trip doing. As soon as they locked eyes and saw the mutual desire they unbuckled their seatbelts and kissed passionately. Rouge got up from her seat and into the seat next to hers, straddling Jean while their tongues struggled for dominance. Rouge unzipped the centimeter of zipper that separated Jean's tits from her own, letting their nipples rub against each other sending shivers down their spines and groans out their mouths. Jean broke away from the kiss first to grope Rouge's left breast with her hand while she sucked the other one.

"Oh, Jean," Rouge moaned, "I want to fuck you so hard!" Jean switched breasts and teased Rouges right nipple with her soft fingertips, "You're so hot, Rouge, I haven't had sex with another girl for months!" Jean lifted Rouge off her lap and back into her seat. They took of their pants and shifted their bodies so that they were facing each other. Since neither of them ever wore bras or panties it was easy to get started. "I want to feel your pussy against mine," said Jean as they began to scissor. They screamed as they were both overcome with pleasure, keeping their eyes open so they could watch each other grope their tits.

Charles and Bobby were sitting in seats directly opposite Rouge and Jean. Their mouths dropped open and their brains were still reeling from how fast the situation had escalated in front of them. Both of them had boners and Bobby decided to act on it. He unzipped his pants and started fapping off. Xavier took notice and scooted a few seats away, but still close enough so that he could enjoy the show Jean and Rouge were putting on for them.

Jean and Rouge saw Bobby fapping and it only excited them more. They began scissoring harder and faster until they both screamed each other's names and came all over each other. Rouge, not letting any time go to waste quickly switched positions and started licking Jean and her own juices around Jean's pussy. She teased it just long enough for Jean to beg Rouge to eat her. Rouge gladly complied and started eating Jean out.

Charles hypothesized that mutation made females just as sex-crazy as males, making them get horny from anything slightly provocative. He had tried to prove his theory in the past and was "pleased" by his results. He felt bad for Warren who had decided to fly ahead and scout out the area. Charles wouldn't miss this show for the world.

Jean was in heaven, Rouge was the best girl she had ever fucked and she was enjoying this almost as much as she enjoyed sex with Scott. When they got back from this she would definitely propose a three-way. "Oh, fuck, Rouge, that feels so fuckin' good!" "Yah? You want more? You want to be my little slut?" "Fuck yah, fuck me harder, Rouge, fuck my pussAaaaaaaaaaaaaaah!" Jean released her vaginal juices into Rouge's face. Rouge smiled and licked her lips before crawling forward and kissing Jean, sharing the juices with her and once again rubbing their tits together filling them with the feeling they both loved oh so much.

"Your turn, Rouge," Jean said as she moved her head down to get a good look at Rouge's young pussy. "As much as I hate to say this, that will have to wait," Scott said as he leaned his head into the cabin, "We're here."


	12. Chapter 12 - Master of Magnetism

The big showdown! Action isn't really my strong suit, but I think this turned out okay.

* * *

Chapter 12 – The Master of Magnetism

"Did I miss anything?" Warren said as the rest of the team exited the plane.

"Nothing much," Jean said as she zipped her zipper back up to that one centimeter of coverage.

Bobby zipped up his pants, "Where's the Magnoton guy?"

"He's here," Rouge said, putting her hands into the pockets of her unzipped shirt, "He's just waiting until we're in a position of weakness."

"Remember, the primary objective is to knock Magneto out or to take off his helmet so I can psi-blast hi," Xavier started before he was hit by a car and knocked a few blocks away.

"Hello Children!" Magneto said as he floated down effortlessly, "I'm going to give you a chance to back down form this fight. I sincerely doubt your survival if you do engage me."

"I'll kill you, you piece of shit!" Rouge yelled as she touched Warren, grew wings, and charged directly at him."

"You stupid bitch," Magneto said as he threw another car in her direction. "No, it was just a distraction." Magneto turned around to be hit by a blast from Scott. He flew back a few yards before regaining his balance and raining down metal on the six teens below.

They took ran back into the plane which they instantly regretted as soon as the plane began to move. "Oh shit!"

* * *

Xaiver slowly pulled himself out of the rubble that used to be the lobby of the Baxter Building. 'Richards is going to give me hell for this,' he thought as he limped/ran back to his students. He should have known better than to put them in the middle of this. He spotted Magneto about to launch the ship into the Daily Bugle sign. "Erik!" he shouted. Magneto shifted his gaze to him and gave him a crazed glare from hearing that accursed name. "They're just kids, Erik!" Erik launched them straight into the building.

"No, they **were** kids."

* * *

Jean panicked; she had never had to control anything of this size before! She concentrated with all her being and managed to slow them down enough so they wouldn't die from the impact. From the outside though, she imagined, it must look devastating.

"Nooooooooooooooooooooooooooo !" She could hear someone screaming from the back of her head. It must have been Charlie, but it was hard to tell. She gathered up her team mates and dragged those who couldn't walk outside the plane. She had just gotten to a safe distance from the plane when it exploded, empty.

Rouge and Hank were too injured to move. Scott, Warren and Bobby could walk but it looked like they were at half-strength. Jean didn't feel so hot herself. 'Although I bet I look really sexy with all this torn leather sticking to my otherwise nude body.' Scott, ever the boy scout leader quickly took charge, coming up from a plan. "Jean, Bobby get down there and lead a full frontal assault!" "Are you crazy?" Bobby argued, "He'll shred us to bits in 10 minutes!" "That's more than enough time."

Jean knew better than to argue with her little boy scout. In the danger room, he led them to a successful victory every session. Although she had to admit, right now this looked a lot more dangerous than the danger room.

"Don't worry, I have a plan"

* * *

Magneto slowly levitated down, taking his time to relish this moment, "It could have been so different, old friend. We could have ruled the world together."

"Not if it means destroying humanity, Erik. I can't let you be responsible for the mass genocide of millions!"

"Millions?" Erik's anger grew, "Try billions Charles! By sunrise there will be only half the humans there are now, by tomorrow, a quarter. Mutants will rise up to seats of power and I will lead them in a brave new world." Erik grabbed Charles in a choke hold, "And there's nothing you or your little dead kids can do about it!"

"Hey Bitch!" Magneto turned, dropping Charles onto car, knocking him out for good this time.

Jean levitated random wooden, glass, metal objects, "Suck on this!" She hurled more than a hundred shards at him while Bobby attacked him from behind, showering him with little ice pellets. Magneto was able to deflect the metal objects, but was having a hard time concentrating and didn't see Warren carrying Scott overhead. Scott screamed, "Jean! Now!" Jean stopped her assault giving Magneto just enough time for him to look up only be blasted by Scott's eyes effectively knocking of his helmet. Jean concentrated as hard as she could to summon a psi-blast. She had never tried one before, but she understood the gist of it from a lecture Charlie gave at the institute.

Magneto started to understand what was happening and began groping for his helmet, but just before he touched it his mind was hit by an invisible bag of bricks and he was knocked into a coma.

Jean was just a novice at the telepathy game and accidentally accessed Magneto's recent memories, she screamed as images were quickly downloaded into her mind.

"Jean!" Scott, Bobby and Warren rushed to her side, "Are you okay?" Scott asked with genuine concern.

"D.C." Jean whispered, "We have to get to D.C…."


	13. Chapter 13 - I Really Need That Chair

Chapter 13 – I Really Need That Chair

Mystique tried her coms again. 'Why isn't he responding?' She was starting to get worried, was the plan still on? Should she proceed as planned?

The army reported New York as completely evacuated of humans. The agent with the most powerful briefcase in the world handcuffed to him entered the bunker. He stopped in front of the president's seat and opened the briefcase giving the president access to the entire arsenal of weapons in the United States. They proceeded through all the security check necessary to access nuclear missiles and the president was about to swipe his fingerprint, then stopped hovering over the sensor.

"I…I just can't do it. I can't…uh…fire a nuclear weapon onto American soil," the President pulled his hand back and turned his head to the left, looking Trask eye to eye.

"Mr. President," Mystique said, "I respect your decision, however I need to see at least a dozen missiles fired today, so if you could please get out of the chair."

Mystique changed to her natural form and pulled out two handguns, she then shot every person in the room except Scarlet and the President. She also shot the computer up-link to William Stryker, but not before seeing him smile in way that said _I think I found a shiny new toy_.

She then turned her gun to the president's head, "I really need that chair, dick-head." She fired the gun.

* * *

Scott and Warren managed to find a helicopter on the roof a hospital that still worked while Jean and Bobby gathered up the rest of the team. They loaded everyone into the helicopter and took off toward D.C., Scott in the pilot's chair. "I called Strange, he said he'd pick up Ironman, Spider-man, and the Black Panther and teleport the four of them to D.C., Strange said it might take some time, and we will definitely be the first to arrive. Jean could tell Scott was a little nervous so she sat up front with him. Bobby and Warren cared for the injured (especially Rouge).

Scott saw that Jean really did care for him and decided to ask her the question, "So, you wanna like…be a couple?"

"What?" Jean was stunned. She never expected this. She always figured that guys never wanted a committed relationship, but here was a guy she really cared for wanting to be her boyfriend.

"If you don't want to that's ok, I know you like to play the field," Scott quickly replied, feeling stupid for asking.

"No, it's okay, I would love to be your girlfriend Scott," Jean leaned up to kiss his cheek. She then let loose a mischievous grin. "But can I still mess around with other girls?" She asked, changing her expression to a sad puppy dog face.

Scott didn't even have to think, "Sure, Babe."

Jean smiled, she really liked Scott and she knew just what to do to ease his nerves.

Scott felt his zipper go down. "Jean, are you..." but that was as far as he got before he was filled with the pleasure of one of Jean Grey's blowjobs. Bobby and Warren wondered why the helicopter started shaking once in a while, but were quickly distracted by fondling Rouge's tits and eating her pussy out while she was unconscious.

* * *

One more chapter and an epilogue to go!


	14. Chapter 14 - They're X-men

Chapter 14 – They're X-men

The team arrived at the White House and was relieved, but also worried to find that all the guards were lying face down on the ground. Warren checked a soldiers pulse, "He's breathing," Warren shouted, "They must all be unconscious."

The team made their way downstairs and found the secure bunker. Scott blasted the titanium door open and they were surprised at what they found.

A girl they recognized as Scarlet was strangling what looked like the president. She was wearing a suit that was torn in many revealing places. The team was all slightly aroused by the sight but Scott didn't let the boner get in his way, "Scarlet! Put the president down!"

Scarlet turned, giving the team a great view through her torn suit, "This isn't the president, this is Mystique! The real president is lying over there." She threw Mystique against the wall.

Warren checked on the president while Scott, Jean, and Bobby walk up next to Scarlet. "Why did you turn on your own teammate?" Bobby asked.

"I'm sick of this life as a mutant terrorist, I never agreed with my brother's cause you know. This bitch was about to kill the president, then unleash the full power of the US's nuclear weapons before I stopped her. A thank-you would be nice."

"Then thanks you shall receive," Said Stephen Strange as he teleported in along with Spider-man, Tony Stark, and King T'challa.

"I was just saying to the guys here how we could use a mutant on the team we're starting up," Stark said, "What do you say Scarlet? Want to do some real good in the world? Do you want to be an Avenger?"

"All I've ever wanted was to help people, not murder them. If your team will offer me that chance, I will join you."

Tony turned to Scott, "We could always use more members."

Scott shook his head, "Thanks, but I think we'll pass on this one."

Tony shrugged, "Suit yourselves. The invitation is always open to any member of your team though." The five Avengers turned, picked up the unconscious Mystique and walked back through Strange's portal. "So, Scarlet, huh?" Spider-man said as the portal closed behind them.

* * *

Charles woke up next to Hank and Rouge in the medical bay underneath the mansion. He was delighted to see the love of his life, Moira MacTaggert, next to his bed, but began to panic soon after.

"I can't…I can't feel my legs," Charles rasped.

"I tried everything I could Charles, but you spinal cord took a lot of damage in the fight with Erik and when he dropped you on that car, I'm afraid you received permanent paralysis in your legs." Moira shed a tear as she talked.

"Did we win?" Charles asked, "Did we stop Erik?"

"Yes Charles, your students did it. Like regular G-men, just without the G."

"No, they're own team now…they're X-men."

"Oh Charles, I'm so sorry. You should be able to move in a few days, but you'll have to use a wheel chair for the rest of your life," Moira tried to smile, "At least you still have your hair right?"

Jean, Scott, Bobby, and Warren ran into the room, "Professor!" they all said as they rushed to his bed. "Is the school year over?" Bobby asked.

"No, definitely not, in fact I'm going to have to hire more teachers to handle the number of students coming in for the second semester! Tell me though, what happened to Magneto's Brotherhood?

Scott stood up, "Strange sent Toad back to his dimension, Blob and Avalanche disappeared, Pietro escaped and has taken control of Genosha, freeing most of the mutants from their cages and is actually making it into a livable place."

"Good for him! What about Mystique?"

Jean answered him, "She was taken into custody by the Avengers and is now sitting in an uncomfortable cell in The Vault, probably masturbating to pass the time."

"You know, I've been thinking about a name for our little group what do you kids think about X-men?"

"Depends," Bobby stated, "Do we get code-names?"

* * *

Jean pulled Scott aside as they left the med bay and made their way to the dorms, "So it looks like we have a few days off school, Babe, got any ideas how to pass the time?"

"Oh, I'm sure we can think of something," Scott said as he gave her ass a little slap.

"Mmmmmmmmmm, after Rouge gets out of the infirmary, how about we have a little three-way?"

Scott kissed her neck, "Sure, but let's not wait for her."

They turned into a bedroom and didn't come out for hours.

* * *

Make sure to read the epilogue!


	15. Epilogue

Epilogue

Mystique was masturbating to pass the time in The Vault. Security in this place was high and She probably wouldn't be able to escape on her own. She groaned as another orgasm flooded her senses with pleasure. She was probably Vault Security's favorite prisoner she thought to herself. Their eyes would be glued to her screen. Shame no one was coming to take advantage of that and break her out.

Suddenly a tremor shook the building and she heard cries from behind the two-way mirror in her cell. "What the hell was that?" then she heard the menacing sounds of 'snikt' 'snikt' before hearing their bodies drop to the ground.

She stood from her bed in the middle of her cell as the door exploded inward and a menacing figure stepped in.

"I know we've had our differences," He said as the rest of his team stood outside the cell.

Mystique recognized the voice. It belonged to an old lover of hers, "Where's your foxy bitch?" She snarled at him.

"Gone, left a gap in my life to be honest. I was hoping you would fill it again."

Mystique glanced to the door and saw five figures, a hairy guy with claws, a blue guy with a tail, a chick with a black spot over her right eye, a tall guy with a stick and trench-coat and a mercenary dressed in red and black.

"Are you coming?"

Mystique shrugged, what did she have to lose? "Sure, Logan, I'll join your little team."

He snarled, "The name's Wolverine, now bub. Get used to it."

To Be Continued in the next installment of X-Men: Supremacy!

* * *

What did you guys think? Write a review! Make suggestions on how to improve this story or share ideas on where to go from here! Also don't forget to check out the next installment, coming soon!


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